Common use of Notice of Exercise; Payment Clause in Contracts

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Option Price shall be payable (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a fair market value (net of the exercise price) at the time of exercise equal to the portion of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the any Option to purchase Units may be exercised in whole or in part by written notice to the Company Partnership stating the number of Option Shares Units for which the Option is being exercised and the intended manner of payment. The date Payment equal to the aggregate Exercise Price of such the Units for which the Option is being exercised will be tendered in full with the notice shall be of exercise to the exercise date. The Option Price shall be payable Partnership either (a) in cash in the form of currency or by check or other cash equivalent acceptable to the Company Partnership or by wire transfer of immediately available funds, (b) if (i) such exercise occurs concurrently with the consummation of a Change of Control and (ii) the Partnership has determined, in its discretion, to settle via a “cashless exercise,” then by actual or constructive transfer reducing the total number of Units to be issued to Grantee upon such exercise by the number of Units which, when multiplied by the per-Unit value of the Partnership implied by the purchase price paid pursuant to the Company Change of nonforfeitableControl transaction, unrestricted Common Shares that have been owned equals the aggregate Exercise Price (and taking into account any applicable tax withholdings) to be paid by such Grantee pursuant to such exercise, as calculated by the Optionee for more than six (6) months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a fair market value (net of the exercise price) at the time of exercise equal to the portion of the Option Price for which such transfer is made, or (d) by a combination of such methods of paymentPartnership in its sole discretion. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and paymentWithin ten business days thereafter, the Company shall Partnership will direct the due issuance of the Option Shares Units so purchased. As a further condition precedent to the exercise of this Option an Option, Grantee will execute and deliver to the Partnership: (x) a counterpart of the Partnership Agreement in whole the form attached hereto as Exhibit C, (y) an executed acknowledgment and agreement from Grantee’s spouse (if any) in a form acceptable to the General Partner that any voting rights in connection with the Unit Award and the Units issued thereunder are the sole property of Grantee, Grantee has sole management rights in respect thereof and such spouse irrevocably relinquishes and waives all rights or interests therein, including without limitation any community property interest therein, and (z) such other documents, subscription agreements, instruments or undertakings as the General Partner may reasonably deem necessary or advisable, including such documents, instruments or undertakings as are deemed necessary or advisable in part, Optionee shall order to comply with any and all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of Units. The date of Grantee’s written notice will be the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisableexercise date.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Option Price shall be payable (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) Agreement for the purchase of Common Shares having a fair market value (net of the exercise price) at the time of exercise equal to the portion of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of the Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Option Price shall be payable (a) in cash or by check acceptable to the Company or by wire transfer of immediately available fundsCompany, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of shares of Common Shares Stock having a fair market value (net of the exercise price) at the time of exercise equal to the portion of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Payment equal to the aggregate Option Price of the Option Shares for which the Option is being exercised shall be payable tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Optionee may also tender the Option Price by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is madeshall be valued on the basis of their fair market value per Common Share as determined by the Board. As a further condition precedent to the exercise of the Option, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or (d) by supervision over, the issuance of Common Shares and in connection therewith shall execute any documents which the Board or a combination of such methods of paymentCommittee thereof shall in its sole discretion deem necessary or advisable. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Option Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes taxes, to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisableextent permitted by law.

Notice of Exercise; Payment. To the extent then exercisable, the Option may shall be exercised in whole by oral or in part by written notice to the Company Occidental stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The date Payment equal to the aggregate Option Price of such notice the Optioned Shares shall be the exercise date. The Option Price shall be payable (a) in cash in the form of currency or by check or other cash equivalent acceptable to the Company or by wire transfer of immediately available fundsOccidental, (b) by actual or constructive transfer to the Company Occidental of nonforfeitable, unrestricted nonrestricted shares of Common Shares Stock that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, or (ii) more than six (6) months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (c) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment. Nonforfeitable, by transfer to the Company of nonrestricted shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a fair market value (net Stock that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) by a combination shall be valued on the basis of such methods of paymenttheir Fair Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company Occidental with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock, which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes Price, and pursuant to which the bank or broker undertakes to deliver to Occidental the full amount of the aggregate Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon The date of such notice shall be the Company’s receipt of Optionee’s exercise date. Any oral notice of exercise and payment, shall be confirmed in writing to Occidental before the Company shall direct close of business the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisablesame day.

Notice of Exercise; Payment. To the extent then exercisable, the The Option may be exercised in whole or in part by written notice to the Company stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The date of such the Optionee's written notice shall be the exercise date. The Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be payable tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Optionee may also tender the Option Price by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) shall be valued on the basis of their Market Value per Share. After the Company's first public offering conducted by a combination nationally recognized underwriter pursuant to an effective registration statement filed under the Securities Act of such methods 1933, as amended, covering the offering and sale of payment. The the Company's equity securities, the requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in partthe Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which that the Board of Directors of the Company shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the Option may shall be exercised in whole by oral or in part by written notice to the Company Occidental stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be Payment equal to the exercise date. The aggregate Option Price of the Optioned Shares shall be payable be: (a) in cash in the form of currency or by check or other cash equivalent acceptable to the Company or by wire transfer of immediately available fundsOccidental, (b) by actual or constructive transfer to the Company Occidental of nonforfeitable, unrestricted nonrestricted shares of Common Shares Stock that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, or (ii) more than six (6) months prior to the date of exercise, if they were originally acquired by the Optionee other than pursuant to the exercise of an incentive stock option, or (c) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment. Nonforfeitable, by transfer to the Company of nonrestricted shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a fair market value (net Stock that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) by a combination shall be valued on the basis of such methods of paymenttheir Fair Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company Occidental with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock, which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price Price, plus payment interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any applicable withholding taxes successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the bank or broker undertakes to deliver to Occidental the full amount of the aggregate Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon The date of such notice shall be the Company’s receipt of Optionee’s exercise date. Any oral notice of exercise and payment, shall be confirmed in writing to Occidental before the Company shall direct close of business the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisablesame day.

Notice of Exercise; Payment. To exercise the extent then exercisableOption, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Option Price shall be payable (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a fair market value (net of the exercise price) at the time of exercise equal to the portion of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, the Optionee shall comply with all regulations deliver written notice of exercise to the Company at its principal executive offices (attention: Chief Executive Officer), unless the Committee decides otherwise. The notice shall state whether the Optionee is exercising the ISO or non-ISO portion of the Option (if such distinction has been made hereunder), or a combination thereof. The Company and the requirements Optionee agree to take any action necessary to identify clearly the ISO and non-ISO, if any, portions of the Option. The Option may be exercised at any regulatory authority having control oftime and from time to time during the term of this Option, as to any part or supervision overall of the shares covered hereby, but not as to less than one hundred (100) shares at any one time, unless the number purchased is the total number at the time purchasable under the Option. The Optionee’s notice shall: (a) state the election to exercise the Option, the issuance number of shares with respect to which it is being exercised, and the address and social security number of the Common Shares and Optionee; (b) be signed by the person entitled to exercise the Option and, if being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to legal counsel for the Company, of the right of such person or persons to exercise the Option; (c) be accompanied by payment in connection therewith full of the Option Price for the shares to be purchased which shall execute any documents be payable to the Company, in whole or in part, in: (i) cash; (ii) shares of the Company already owned by Optionee, valued at the Market Value as of the date of the notice of exercise; or (iii) Stock Appreciation Rights, if applicable; or by a combination of these methods. The certificate or certificates for shares as to which the Board option shall be exercised shall bear any restrictive endorsement the Company, in its sole discretion, deems necessary. In lieu of the delivery of shares already owned by the Optionee, the Optionee may also provide the Company with a notarized statement attesting to the number of shares owned for at least six months, where upon verification by the Company, the Company may issue to the Optionee only the number of incremental shares to which the Optionee is entitled upon the exercise of the option. In accordance with the terms of the Plan, payment may also be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase price. Shares delivered in payment shall be valued at their Market Value at the date of delivery. This Option may not be exercised if such exercise will constitute a violation of applicable federal or state securities or other law or valid regulations. As a condition to the exercise of this Option, the Company may require the person exercising this Option to make any representations and warranties to the Company as the Company may deem to be required by applicable law or regulation. In any such event, no shares shall be issued unless and until the Company is satisfied with the correctness of such representation and warranty. Moreover, the Company in its discretion deem necessary may postpone the issuance and/or delivery of such stock pending exchange listing, or advisableregistration or other qualification of such shares under any state and/or federal law, rule or regulation as the Company may consider appropriate. Upon exercise of all or any portion of this Option and receipt of proper payment, the certificate or certificates for the number of shares as to which the Option is exercised shall be issued to and registered in the name of any person or persons exercising the Option.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. As soon as practicable after receipt of such notice, but in any event no later than thirty (30) days after receipt, the Company shall direct the due issuance of the Optioned Shares so purchased. With the agreement of the Company, the requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price, plus such interest, not later than the date on which the sale transaction will settle in the ordinary course of business (this payment mechanism is referred to as the "Cashless Exercise Program"). In the event that the Company does not have a Cashless Exercise Program in effect at the time the Company receives notice shall be of exercise from the exercise date. The Optionee, the Optionee may also tender the Option Price shall be payable by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted non-restricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell valued on the exercise date a sufficient number basis of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchasedtheir Market Value per Share. As a further condition precedent to the exercise of this Option in whole or in partOption, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the Option Right may be exercised in whole or in part by written notice to the Company stating the number of Option Shares shares of Common Stock for which the Option Right is being exercised and the intended manner of payment. The date of delivery of such notice shall be the exercise date. The Payment equal to the aggregate Option Price of the shares of Common Stock for which the Option Right is being exercised shall be payable tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Optionee may also tender the Option Price by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted shares of Common Shares Stock that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a fair market value (net Stock. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the exercise price) at the time Optionee in payment of exercise equal to the portion all or any part of the Option Price for which such transfer is madeshall be valued on the basis of their fair market value per share of Common Stock as determined by the Board. As a further condition precedent to the exercise of this Option Right, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or (d) by supervision over, the issuance of Common Shares and in connection therewith shall execute any documents which the Board or a combination of such methods of paymentcommittee thereof shall in its sole discretion deem necessary or advisable. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes and interest amount, and pursuant to which the bank or broker undertakes to deliver to the full Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes and interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the Company date of payment, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To exercise the extent then exercisableOption, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Option Price shall be payable (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a fair market value (net of the exercise price) at the time of exercise equal to the portion of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, the Optionee shall comply with all regulations deliver written notice of exercise to the Company at its principal executive offices (attention: Chief Executive Officer), unless the Committee decides otherwise. The notice shall state whether the Optionee is exercising the ISO or non-ISO portion of the Option (if such distinction has been made hereunder), or a combination thereof. The Company and the requirements Optionee agree to take any action necessary to identify clearly the ISO and non-ISO, if any, portions of the Option. The Option may be exercised at any time and from time to time during the term of this Option, as to any part or all of the shares covered hereby, but not as to less than one hundred (100) shares at any one time, unless the number purchased is the total number at the time purchasable under the Option. The Optionee’s notice shall: (a) state the election to exercise the Option, the number of shares with respect to which it is being exercised, and the address and social security number of the Optionee; (b) be signed by the person entitled to exercise the Option and, if being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to legal counsel for the Company, of the right of such person or persons to exercise the Option; (c) be accompanied by payment in full of the Option Price for the shares to be purchased which shall be payable to the Company, either in cash or by surrender of Stock owned by the Optionee valued at Market Value. Shares delivered in payment shall be valued at their Market Value at the date of delivery. This Option may not be exercised if such exercise will constitute a violation of applicable federal or state securities or other law or valid regulations. As a condition to the exercise of this Option, the Company may require the person exercising this Option to make any representations and warranties to the Company as the Company may deem to be required by applicable law or regulation. In any such event, no shares shall be issued unless and until the Company is satisfied with the correctness of such representation and warranty. Moreover, the Company in its discretion may postpone the issuance and/or delivery of such stock pending exchange listing, or registration or other qualification of such shares under any state and/or federal law, rule or regulation as the Company may consider appropriate. Upon exercise of all or any portion of this Option and receipt of proper payment, the certificate or certificates for the number of shares as to which the Option is exercised shall be issued to and registered in the name of any regulatory authority having control of, person or supervision over, persons exercising the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisableOption.

Notice of Exercise; Payment. To the extent then exercisable, the Option Right may be exercised in whole or in part by written notice to the Company stating the number of Option Shares shares of Common Stock for which the Option Right is being exercised and the intended manner of payment. The date of delivery of such notice shall be the exercise date. The Payment equal to the aggregate Option Price of the shares of Common Stock for which the Option Right is being exercised shall be payable tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Optionee may also tender the Option Price by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted shares of Common Shares Stock that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a fair market value (net Stock. Nonforfeitable, nonrestricted shares of Common Stock that are transferred by the exercise price) at the time Optionee in payment of exercise equal to the portion all or any part of the Option Price for which such transfer is madeshall be valued on the basis of their fair market value per share of Common Stock as determined by the Board. As a further condition precedent to the exercise of this Option Right, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or (d) by supervision over, the issuance of shares of Common Stock and in connection therewith shall execute any documents which the Board or a combination of such methods of paymentcommittee thereof shall in its sole discretion deem necessary or advisable. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares of Common Stock that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes taxes, and pursuant to which the bank or broker undertakes to deliver to the full Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisabletaxes.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Payment equal to the aggregate Option Price of the Option Shares for which the Option is being exercised shall be payable tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Optionee may also tender the Option Price by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is madeshall be valued on the basis of their fair market value per Common Share as determined by the Board. As a further condition precedent to the exercise of this Option, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or (d) by supervision over, the issuance of Common Shares and in connection therewith shall execute any documents which the Board or a combination of such methods of paymentCommittee thereof shall in its sole discretion deem necessary or advisable. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Option Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes taxes, and pursuant to which the bank or broker undertakes to deliver to the full Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisabletaxes.

Notice of Exercise; Payment. To exercise the extent then exercisableOption, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Option Price shall be payable (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a fair market value (net of the exercise price) at the time of exercise equal to the portion of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, the Optionee shall comply deliver written notice of exercise to the Company at its principal executive offices (attention: Chief Executive Officer), unless the Committee decides otherwise. The Option may be exercised at any time and from time to time during the term of this Option, as to any part or all of the shares covered hereby, but not as to less than one hundred (100) shares at any one time, unless the number purchased is the total number at the time purchasable under the Option. The Optionee’s notice shall: (a) state the election to exercise the Option, the number of shares with all regulations respect to which it is being exercised, and the requirements of any regulatory authority having control of, or supervision over, the issuance address and social security number of the Common Shares and Optionee; (b) be signed by the person entitled to exercise the Option and, if being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to legal counsel for the Company, of the right of such person or persons to exercise the Option; (c) be accompanied by payment in connection therewith full of the Option Price for the shares to be purchased which shall execute any documents be payable to the Company, in whole or in part, in: (i) cash; (ii) shares of the Company already owned by Optionee, valued at the Fair Market Value as of the date of the notice of exercise; or (iii) Stock Appreciation Rights, if applicable; or by a combination of these methods. The certificate or certificates for shares as to which the Board Option shall be exercised shall bear any restrictive endorsement the Company, in its sole discretion, deems necessary. In lieu of the delivery of shares already owned by the Optionee, the Optionee may also provide the Company with a notarized statement attesting to the number of shares owned for at least six months, where upon verification by the Company, the Company may issue to the Optionee only the number of incremental shares to which the Optionee is entitled upon the exercise of the option. In accordance with the terms of the Plan, payment may also be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the purchase price. Shares delivered in payment shall be valued at their Fair Market Value at the date of delivery. This Option may not be exercised if such exercise will constitute a violation of applicable federal or state securities or other law or valid regulations. As a condition to the exercise of this Option, the Company may require the person exercising this Option to make any representations and warranties to the Company as the Company may deem to be required by applicable law or regulation. In any such event, no shares shall be issued unless and until the Company is satisfied with the correctness of such representation and warranty. Moreover, the Company in its discretion deem necessary may postpone the issuance and/or delivery of such Stock pending exchange listing, or advisableregistration or other qualification of such shares under any state and/or federal law, rule or regulation as the Company may consider appropriate. Upon exercise of all or any portion of this Option and receipt of proper payment, the certificate or certificates for the number of shares as to which the Option is exercised shall be issued to and registered in the name of any person or persons exercising the Option.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. As soon as practicable after receipt of such notice, but in any event no later than thirty (30) days after receipt, the Company shall direct the due issuance of the Optioned Shares so purchased. With the agreement of the Company, the requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the “applicable Federal rate” within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price, plus such interest, not later than the date on which the sale transaction will settle in the ordinary course of business (this payment mechanism is referred to as the “Cashless Exercise Program”). In the event that the Company does not have a Cashless Exercise Program in effect at the time the Company receives notice shall be of exercise from the exercise date. The Optionee, the Optionee may also tender the Option Price shall be payable by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted non-restricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell valued on the exercise date a sufficient number basis of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchasedtheir Market Value per Share. As a further condition precedent to the exercise of this Option in whole or in partOption, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The date Payment equal to the aggregate Option Price of such notice the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise dateto the Company in cash in the form of currency, certified check or other cash equivalent acceptable to the Company. The At the Company’s option, the Optionee may also tender the Option Price shall be payable by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Within ten days thereafter, the Company shall direct the due issuance of shares or vested Options (including Options under this Agreement) for the purchase of Optioned Shares so purchased. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) by a combination shall be valued on the basis of such methods of paymenttheir Fair Market Value per Common Share. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes taxes, and pursuant to which the bank or broker undertakes to deliver to the full Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes to the Company taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in partOption, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which that the Board shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The date of such the Optionee’s written notice shall be the exercise date. The Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be payable tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Optionee may also tender the Option Price by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) by a combination shall be valued on the basis of such methods of paymenttheir Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in partthe Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which that the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The date Payment equal to the aggregate Option Price of such notice the Optioned Shares for which the Option is being exercised shall be tendered in full with the notice of exercise dateto the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Optionee may also tender the Option Price shall be payable by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted Common Shares that have been owned by the Optionee for (i) more than one year prior to the date of exercise and for more than two years from the date on which the option was granted, if they were originally acquired by the Optionee pursuant to the exercise of an incentive stock option, or (ii) more than six (6) months prior to the date of exercise, (c) for exercises of Options that occur more if they were originally acquired by the Optionee other than one (1) year following the Date of Grant, by transfer pursuant to the exercise of an incentive stock option, or (b) by any combination of the foregoing methods of payment, including a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Within ten (10) days thereafter, the Company shall direct the due issuance of shares or vested Options (including Options under this Agreement) for the purchase of Optioned Shares so purchased. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) by a combination shall be valued on the basis of such methods of paymenttheir Fair Market Value per Common Share. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes taxes, and pursuant to which the bank or broker undertakes to deliver to the full Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes to the Company taxes, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in partOption, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board or a Committee thereof shall in its sole discretion deem necessary or advisable. The date of such notice shall be the exercise date.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. As soon as practicable after receipt of such notice, but in any event no later than thirty (30) days after receipt, the Company shall direct the due issuance of the Optioned Shares so purchased. With the agreement of the Company, the requirement of payment in cash shall be deemed satisfied if the Optionee makes arrangements that are satisfactory to the Company with a broker that is a member of the National Association of Securities Dealers, Inc. to sell a sufficient number of Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price, plus interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price, plus such interest, not later than the date on which the sale transaction will settle in the ordinary course of business (this payment mechanism is referred to as the "Cashless Exercise Program"). In the event that the Company does not have a Cashless Exercise Program in effect at the time the Company receives notice shall be of exercise from the exercise date. The Optionee, the Optionee may also tender the Option Price shall be payable by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell valued on the exercise date a sufficient number basis of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchasedtheir Market Value per Share. As a further condition precedent to the exercise of this Option in whole or in partOption, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Option Price shall be payable (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of NAI-1513360546v1 Common Shares having a fair market value (net of the exercise price) at the time of exercise equal to the portion of the Option Price for which such transfer is made, or (d) by a combination of such methods of payment. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made arrangements satisfactory to the Company with a bank or a broker who is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares being purchased so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the this Option may be exercised in whole or in part by written notice to the Company stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The date of such the Optionee’s written notice shall be the exercise date. The Payment equal to the aggregate Option Price of the Optioned Shares for which the Option is being exercised shall be payable tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Optionee may also tender the Option Price by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is made, or (d) by a combination shall be valued on the basis of such methods of paymenttheir Market Value per Share. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Optioned Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes, and pursuant to which the broker undertakes to deliver to the Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in partthe Option, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which that the Board shall in its sole discretion deem necessary or advisable.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company stating the number of Option Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Payment equal to the aggregate Option Price of the Option Shares for which the Option is being exercised shall be payable tendered in full with the notice of exercise to the Company in cash in the form of currency or check or other cash equivalent acceptable to the Company. The Optionee may also tender the Option Price by (a) in cash or by check acceptable to the Company or by wire transfer of immediately available funds, (b) by actual or constructive transfer to the Company of nonforfeitable, unrestricted nonrestricted Common Shares that have been owned by the Optionee for more than six (6) months prior to the date of exercise, or (cb) for exercises by any combination of Options that occur more than one (1) year following the Date foregoing methods of Grantpayment, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of a partial tender in cash and a partial tender in nonforfeitable, nonrestricted Common Shares. Nonforfeitable, nonrestricted Common Shares having a fair market value (net that are transferred by the Optionee in payment of the exercise price) at the time of exercise equal to the portion all or any part of the Option Price for which such transfer is madeshall be valued on the basis of their fair market value per Common Share as determined by the Board. As a further condition precedent to the exercise of the Option, the Optionee shall comply with all regulations and requirements of any regulatory authority having control of, or (d) by supervision over, the issuance of Common Shares and in connection therewith shall execute any documents which the Board or a combination of such methods of paymentCommittee thereof shall in its sole discretion deem necessary or advisable. The requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Option Shares that are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price plus payment of any applicable withholding taxes and interest amount, and pursuant to which the bank or broker undertakes to deliver to the full Company the amount of the aggregate Option Price plus payment of any applicable withholding taxes and interest at the “applicable Federal rate” within the meaning of that term under Section 1274 of the Code, or any successor provision thereto, for the period from the date of exercise to the Company date of payment, on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. As a further condition precedent to the exercise of this Option in whole or in part, Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the Common Shares and in connection therewith shall execute any documents which the Board shall in its sole discretion deem necessary or advisableextent permitted by law.

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company [or by telephone authorization pursuant to prescribed procedures to the third party administrator approved by the Company] stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be payable tendered in full with the notice of exercise to the Company either (ai) in cash or by check acceptable to the Company or by wire transfer of immediately available fundsCompany, (bii) by actual or constructive transfer the tender to the Company of nonforfeitable, unrestricted shares of Common Shares that have been Stock owned by the Optionee for more than six (6) at least 6 months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a an aggregate fair market value (net of on the exercise price) at the time date of exercise equal to the portion total Option Price, such fair market value to be determined based on the closing sales price for the last business day preceding the date of exercise or (iii) by any combination of the Option Price for which such transfer is madepayment methods specified in clauses (i) and (ii) hereof. With the agreement of the Company, or (d) by a combination of such methods of payment. The the requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the amount of the aggregate Option Price Price[, plus payment interest at the "applicable Federal rate" within the meaning of that term under Section 1274 of the Code, or any applicable withholding taxes successor provision thereto, for the period from the date of exercise to the date of payment, and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Companyamount of the aggregate Option Price, but plus such interest, not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance of the Option Shares so purchased. business].1 As a further condition precedent to the exercise of this Option in whole or in partOption, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of Common Shares Stock and in connection therewith shall execute any documents which that the Board Committee shall in its sole discretion deem necessary or advisable. [The Optionee hereby authorizes the third party administrator approved by the Company to pay any proceeds of sales of shares of Common Stock acquired by exercise to the Company for remittance to the Optionee in the applicable currency, net of any required taxes or other proper charges.]

Notice of Exercise; Payment. To the extent then exercisable, the Option may be exercised in whole or in part by written notice to the Company [or by telephone authorization pursuant to prescribed procedures to the third party administrator approved by the Company] stating the number of Option Optioned Shares for which the Option is being exercised and the intended manner of payment. The date of such notice shall be the exercise date. The Payment equal to the aggregate Option Price of the Optioned Shares being exercised shall be payable tendered in full with the notice of exercise to the Company either (ai) in cash or by check acceptable to the Company or by wire transfer of immediately available fundsCompany, (bii) by actual or constructive transfer the tender to the Company of nonforfeitable, unrestricted shares of Common Shares that have been Stock owned by the Optionee for more than six (6) at least 6 months prior to the date of exercise, (c) for exercises of Options that occur more than one (1) year following the Date of Grant, by transfer to the Company of shares or vested Options (including Options under this Agreement) for the purchase of Common Shares having a an aggregate fair market value (net of on the exercise price) at the time date of exercise equal to the portion total Option Price, such fair market value to be determined based on the Fair Market Value as of the Option Price for which such transfer is made, last business day preceding the date of exercise or (diii) by a any combination of such the payment methods specified in clauses (i) and (ii) hereof. With the agreement of payment. The the Company, the requirement of payment in cash shall be deemed satisfied if the Optionee shall have made makes arrangements that are satisfactory to the Company with a bank or a broker who that is a member of the National Association of Securities Dealers, Inc. to sell on the exercise date a sufficient number of the shares Optioned Shares which are being purchased pursuant to the exercise, so that the net proceeds of the sale transaction will at least equal the Option Price plus payment of any applicable withholding taxes and pursuant to which the bank or broker undertakes to deliver the full Option Price plus payment of any applicable withholding taxes to the Company on a date satisfactory to the Company, but not later than the date on which the sale transaction will settle in the ordinary course of business. As soon as practicable upon the Company’s receipt of Optionee’s notice of exercise and payment, the Company shall direct the due issuance amount of the aggregate Option Shares so purchasedPrice. As a further condition precedent to the exercise of this Option in whole or in partOption, the Optionee shall comply with all regulations and the requirements of any regulatory authority having control of, or supervision over, the issuance of the shares of Common Shares Stock and in connection therewith shall execute any documents which that the Board Committee shall in its sole discretion deem necessary or advisable. [The Optionee hereby authorizes the third party administrator approved by the Company to pay any proceeds of sales of shares of Common Stock acquired by exercise to the Company for remittance to the Optionee in the applicable currency, net of any required taxes or other proper charges.]